Proposal for new remuneration policy for Euronext’s Managing Board fails at AGM

Maria Nikolova

The proposal secured the support of 63% of the shareholders, which was not enough to achieve the 75% threshold for approval.

Euronext has reported the results of the voting at its Annual General Meeting (AGM) held earlier today. All proposals, but one, were passed.

The proposal to adopt a new remuneration policy with regard to the Managing Board aligned with the Shareholder Rights Directive II as implemented in Dutch law could not get sufficient support, as 63% of the shareholders voted in favour of the proposal, which was not enough to achieve the 75% threshold for approval.

When Euronext outlined the agenda for the AGM, it explained that, due to amendments made to Dutch legislation in article 2:135a paragraph 2 of the Dutch Civil Code regarding the implementation of the European Union (EU) Directive (2017/828) on shareholders rights, the current Remuneration Policy applicable to the Managing Board as approved during the General Meeting of Euronext N.V. of 8 October 2019 needs to be adjusted in order to enhance disclosure. The Shareholder Rights Directive II aims to encourage long-term shareholder engagement and to enhance transparency between companies and investors.

Transposition into national law was required by June 10, 2019 but the Netherlands did not make this deadline. The Dutch legislative proposal was eventually adopted by the Senate in November 2019 and entry into force was as per December 1, 2019. The new legislation contains, amongst other elements, a revision of the remuneration rules as included in the Dutch Civil Code.

The new 2020 version of the Remuneration Policy is based on the principles of the 2019 version, but is enhancing disclosure in order to further align with the Dutch implementation of the European Shareholder Rights Directive II. The new version does not change the existing remuneration structure for the members of the Managing Board but will provide further disclosure for the shareholders as requested by Shareholder Rights Directive II.

The main differences between the 2019 and 2020 remuneration policy are:

  • (i) an explanation on how the remuneration policy contributes to the company’s strategy, long term interests and sustainability,
  • (ii) the description of the decision making process, and
  • (iii) the disclosure of the employment conditions offered to Managing Board members.

Those adjustments and further descriptions have no intent to change the main principles of the Remuneration Policy applicable to the Managing Board as approved during the General Meeting of Euronext N.V. of 8 October 2019.

Because the proposal failed to secure the necessary percent of the votes, the current remuneration policy, as approved at the Extraordinary General Meeting held on 8 October 2019, remains in place. The Remuneration Committee will assess improvements to be made to the remuneration policy for subsequent submission to the shareholders’ meeting.

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